Updated 27 Sept 2026 7 min read
A Kenyan partner can look substantial on a video call and still carry undisclosed debts, security granted to a bank, pending litigation or shareholders you have never met. Kenya's public registers answer many of these questions before any money moves. This guide sets out the checks a foreign investor, lender or supplier should complete before committing to a Kenyan company.
Start with the company's identity
The Business Registration Service issues an official search for private limited companies, commonly called a CR12, through the eCitizen portal. It is a computer-generated certificate that confirms the company's registered name and number, registered office, directors and shareholders. Every later step depends on having the exact legal entity right, so the search comes first.
Compare the search with what you have been told. A different registered name, a recent change of directors or shareholders shortly before the transaction, or a registered office that does not match the business address are all questions to raise.
Beneficial ownership
Kenyan companies are required to keep and file information on their beneficial owners, the individuals who ultimately own or control them. Under the Companies (Beneficial Ownership Information) Regulations, 2020, as amended in 2023, access to that information held by the Registrar is restricted and it is not available to the public generally. An investor should therefore ask the target to disclose its beneficial owners directly and to warrant the disclosure in the transaction documents.
Security already granted
A business that has pledged its stock, equipment or receivables to a lender may have little left for anyone else if it fails. Security over movable assets is registered in the collateral registry under the Movable Property Security Rights Act, 2017. Section 34 allows a search by the identifier of the grantor, and the Registrar's search certificate is proof of its contents. Under section 15, a security right is effective against third parties once a notice is registered, which is why the search matters.
Credit history
Credit reference bureaus in Kenya are licensed by the Central Bank of Kenya, whose published directory lists TransUnion, Creditinfo and Metropol. A bureau report can reveal defaults with banks and other reporting institutions that the target may not mention.
Litigation and insolvency
Search for court proceedings involving the company and its directors, particularly debt claims, winding-up or liquidation applications and unsatisfied judgments. Under section 384 of the Insolvency Act, 2015, a company whose creditor's execution on a judgment is returned unsatisfied is treated as unable to pay its debts, so an unpaid judgment is a warning sign as well as a legal risk.
Tax and regulatory status
Ask for a current Tax Compliance Certificate from the Kenya Revenue Authority, recent audited financial statements and copies of any licences the business needs to operate in its sector. Check that the names and registration numbers on these documents match the official search.
Land held by the company
Article 65 of the Constitution of Kenya allows a person who is not a citizen to hold land on leasehold tenure only, for a term not exceeding ninety-nine years. For this purpose, a company is regarded as a citizen only if it is wholly owned by citizens. A foreign investor taking shares in a Kenyan company that owns land should therefore consider how the investment affects the company's status and its landholding.
Where the company holds agricultural land, the Land Control Act is also relevant. Section 9(1)(c) requires a land control board to refuse consent to a dealing in favour of a person who is not a citizen or a private company or co-operative all of whose members are citizens.
Documents to request from the target
A short, early request list saves time and reveals how organised the business is:
- Certificate of incorporation, memorandum and articles, and the latest official search.
- Beneficial ownership disclosure and a current shareholding structure chart.
- Audited financial statements for recent years and current management accounts.
- Tax Compliance Certificate and sector licences.
- Details of borrowings, security granted and guarantees given.
- A schedule of litigation and disputes, current and threatened.
- Title documents and leases for any land the company owns or occupies.
Commercial and legal due diligence
The checks above are commercial due diligence: searches, verification and reporting that tell you who you are dealing with and what risks the records show. Where a transaction also needs legal due diligence or a formal legal opinion, that work is done by an advocate under separate instruction, using the commercial findings as a starting point.
Frequently asked questions
This article is general information for commercial creditors and is not legal advice on any particular matter. Submitting a claim does not create an advocate-client relationship.